CONOCOPHILLIPS

Previous wording

ConocoPhillips is one of the world’s leading E&P companies based on production and reserves, with operations and activities in 14 countries. Our diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; global LNG developments; oil sands in Canada; and an inventory of global exploration prospects. Headquartered in Houston, Texas, at September 30, 2025, we employed approximately 11,400 people worldwide and had total assets of $122 billion.

Current wording

ConocoPhillips is one of the world’s leading E&P companies based on production and reserves, with operations and activities in 14 countries. Our diverse, low cost of supply portfolio includes resource-rich unconventional plays in North America; conventional assets in North America, Europe, Africa and Asia; global LNG developments; oil sands in Canada; and an inventory of global exploration prospects. Headquartered in Houston, Texas, at March 31, 2026, we employed approximately 9,700 people worldwide and had total assets of $123 billion.

Previous wording

At ConocoPhillips, we anticipate that commodity prices will continue to be cyclical and volatile, and our view is that a successful business strategy in the E&P industry must be resilient in lower price environments while also retaining upside during periods of higher prices. As such, we are unhedged, remain committed to our disciplined investment framework and continually monitor market fundamentals, including the impacts associated with geopolitical tensions and conflicts, global demand for our products, oil and gas inventory levels, governmental policies, tariffs, inflation and supply chain disruptions.

Current wording

At ConocoPhillips, we anticipate that commodity prices will continue to be cyclical and volatile, and our view is that a successful business strategy in the E&P industry must be resilient in lower price environments while also retaining upside during periods of higher prices. As such, we are unhedged, remain committed to our disciplined investment framework and continually monitor market fundamentals, including the impacts associated with geopolitical tensions and conflicts, global demand for our products, oil and gas inventory levels, governmental policies, tariffs, inflation and supply chain disruptions. We continue to closely monitor the macroeconomic environment and the ongoing market volatility in the energy landscape and across global markets for implications to our business, results of operations and financial condition.

Previous wording

In November 2024, we completed our acquisition of Marathon Oil Corporation (Marathon Oil). In the first half of 2025, we completed the asset integration of Marathon Oil and remain on track for more than $1 billion of synergies on a run-rate basis by year-end 2025 and over $1 billion of one-time benefits. These one-time benefits include $0.5 billion recognized previously upon close of the transaction related to the utilization of foreign tax credits, with the remainder consisting of net operating losses expected to be realized in future periods. In August 2025, we announced incremental cost reductions and margin enhancements of more than $1 billion anticipated on a run-rate basis by year-end 2026. We expect approximately $0.8 billion to consist of G&A reductions, lease operating cost improvements and opportunities in transportation and processing and approximately $0.2 billion to be achieved through margin expansion. See Note 3.

Current wording

and margin enhancements exceeding $1 billion anticipated on a run-rate basis by year-end 2026, reflecting continued

Previous wording

Production was 2,399 MBOED in the third quarter of 2025, an increase of 482 MBOED from the same period a year ago. After adjusting for impacts from closed acquisitions and dispositions, third-quarter 2025 production increased by 83 MBOED or four percent from the same period a year ago.

Current wording

Production was 2,309 MBOED in the first quarter of 2026, a decrease of 80 MBOED from the same period a year ago. After adjusting for impacts from closed acquisitions and dispositions, first-quarter 2026 production decreased by 14 MBOED or one percent from the same period a year ago.

Previous wording

Third-quarter 2025 production resulted in $5.9 billion of cash provided by operating activities. We returned over $2.2 billion to shareholders, consisting of $1.3 billion through share repurchases and $1.0 billion through our ordinary dividend. We ended the quarter with cash, cash equivalents, restricted cash and short-term investments totaling $6.6 billion and long-term investments in debt securities of $1.1 billion.

Current wording

First-quarter 2026 production resulted in $4.3 billion of cash provided by operating activities. We returned $2.0 billion to shareholders, consisting of $1.0 billion through share repurchases and $1.0 billion through our ordinary dividend. We ended the quarter with cash, cash equivalents, restricted cash and short-term investments totaling $6.7 billion and long-term investments in debt securities of $1.2 billion.

Previous wording

Also in the third quarter of 2025, we re-invested $2.9 billion into the business in the form of capital expenditures and investments, with over half of the expenditures related to flexible, short-cycle unconventional plays in the Lower 48 segment, where our production has access to both domestic and export markets.

Current wording

Also in the first quarter of 2026, we re-invested $2.9 billion into the business in the form of capital expenditures and investments, with over half of the expenditures related to flexible, short-cycle unconventional plays in the Lower 48 segment.

Previous wording

U.S. Henry Hub natural gas prices averaged $3.07 per MMBTU in the third quarter of 2025, an increase of 43 percent compared with $2.15 per MMBTU in the third quarter of 2024. U.S. Henry Hub prices improved due to stronger demand and lower inventory levels versus the same time last year. We expect a risk of volatility in regional markers to remain throughout 2025.

Current wording

U.S. Henry Hub prices improved due to Winter Storm Fern impacts on market supplies. The risk of volatility in regional markers remains throughout 2026.

Previous wording

•Reported third-quarter 2025 earnings per share of $1.38;

Current wording

•Reported first-quarter 2026 earnings per share of $1.78;

Previous wording

•Generated cash provided by operating activities of $5.9 billion;

Current wording

•Generated cash provided by operating activities of $4.3 billion;

Previous wording

•Delivered total company and Lower 48 production of 2,399 MBOED and 1,528 MBOED, respectively;

Current wording

•Delivered total company and Lower 48 production of 2,309 MBOED and 1,453 MBOED, respectively;

Previous wording

•Distributed over $2.2 billion to shareholders, including $1.3 billion through share repurchases and $1.0 billion through the ordinary dividend; and

Current wording

•Distributed$2.0 billion to shareholders, including $1.0 billion through share repurchases and $1.0 billion through the ordinary dividend;

Previous wording

•Ended the quarter with cash, cash equivalents, restricted cash and short-term investments of $6.6 billion and long-term investments of $1.1 billion.

Current wording

•Ended the quarter with cash, cash equivalents, restricted cash and short-term investments of $6.7 billion and long-term investments of $1.2 billion.

Previous wording

Unless otherwise indicated, discussion of consolidated results for the three- and nine-month periods ended September 30, 2025, is based on a comparison with the corresponding period of 2024.

Current wording

Unless otherwise indicated, discussion of consolidated results for the three-month period ended March 31, 2026, is based on a comparison with the corresponding period of 2025. Throughout the document, certain totals and percentages may differ from the precise sum of the underlying components due to rounding.

Previous wording

Unless otherwise indicated, discussion of segment results for the three- and nine-month periods ended September 30, 2025, is based on a comparison with the corresponding period of 2024 and are shown after-tax.

Current wording

Unless otherwise indicated, discussion of segment results for the three-month period ended March 31, 2026, is based on a comparison with the corresponding period of 2025 and are shown after-tax.

Previous wording

The Alaska segment primarily explores for, produces, transports and markets crude oil, NGLs and natural gas. As of September 30, 2025, Alaska contributed 11 percent of our consolidated liquids production and two percent of our consolidated natural gas production.

Current wording

The Alaska segment primarily explores for, produces, transports and markets crude oil, NGLs and natural gas. As of March 31, 2026, Alaska contributed 12 percent of our consolidated liquids production and one percent of our consolidated natural gas production.

Previous wording

Earnings in the nine-month period of 2025 included lower sales revenues resulting from lower realized prices of $383 million, partly offset by higher produced volumes of $90 million. Earnings decreases in the nine-month period of 2025 also included higher production and operating expenses of $90 million, driven by higher lease operating expenses and well work activity and a severance accrual related to certain announced cost reduction initiatives, and higher DD&A of $63 million, primarily driven by higher rates and higher production. See Note 15. Increases to earnings included lower taxes other than income taxes of $34 million driven by an impact from the settlement of a contingent matter.

Current wording

Earnings in the first quarter of 2026 included lower sales revenues resulting from lower produced volumes of $53 million and timing of sales. These decreases were partly offset by higher realized prices of $68 million. Additional decreases to earnings included higher taxes other than income taxes of $67 million, driven by the absence of an impact from the settlement of a contingent matter, and higher exploration expenses of $20 million, primarily driven by increased seismic work. Increases to earnings included lower production and operating expenses of $24 million driven by lower workover activity.

Previous wording

The Lower 48 segment consists of operations located in the U.S. Lower 48 states and commercial operations. As of September 30, 2025, the Lower 48 contributed 67 percent of our consolidated liquids production and 74 percent of our consolidated natural gas production.

Current wording

The Lower 48 segment consists of operations located in the U.S. Lower 48 states and commercial operations. As of March 31, 2026, the Lower 48 contributed 68 percent of our consolidated liquids production and 73 percent of our consolidated natural gas production.

Previous wording

Average production increased 381 MBOED and 402 MBOED in the three- and nine-month periods of 2025, respectively, compared to the respective periods in 2024. Increases to production were primarily due to new wells online from our development programs in the Delaware Basin, Eagle Ford, Midland Basin and Bakken. Production also increased due to our acquisition of Marathon Oil in November 2024. See Note 3.

Current wording

Decreases to production were partly offset by new wells online from our development programs in the Delaware Basin, Eagle Ford, Midland Basin and Bakken.

Previous wording

The Canada segment operations include the Surmont oil sands development in Alberta, the Montney unconventional play in British Columbia and commercial operations. As of September 30, 2025, Canada contributed 10 percent of our consolidated liquids production and four percent of our consolidated natural gas production.

Current wording

The Canada segment operations include the Surmont oil sands development in Alberta, the Montney unconventional play in British Columbia and commercial operations. As of March 31, 2026, Canada contributed nine percent of our consolidated liquids production and five percent of our consolidated natural gas production.

Previous wording

The Europe, Middle East and North Africa segment consists of operations principally located in the Norwegian sector of the North Sea and the Norwegian Sea, Qatar, Libya, Equatorial Guinea and commercial and terminalling operations in the U.K. As of September 30, 2025, our Europe, Middle East and North Africa operations contributed eight percent of our consolidated liquids production and 18 percent of our consolidated natural gas production.

Current wording

The Europe, Middle East and North Africa segment consists of operations principally located in the Norwegian sector of the North Sea and the Norwegian Sea, Qatar, Libya, Equatorial Guinea and commercial and terminalling operations in the U.K. As of March 31, 2026, our Europe, Middle East and North Africa operations contributed eight percent of our consolidated liquids production and 19 percent of our consolidated natural gas production.

Previous wording

Europe, Middle East and North Africa reported earnings of $327 million and $983 million in the three- and nine-month periods of 2025, respectively, compared with earnings of $298 million and $853 million in the three- and nine-month periods of 2024, respectively.

Current wording

Europe, Middle East and North Africa reported earnings of $265 million in the first quarter of 2026, compared with earnings of $419 million in the first quarter of 2025.

Previous wording

The Asia Pacific segment has operations in China, Malaysia, Australia and commercial operations in China, Singapore and Japan. As of September 30, 2025, Asia Pacific contributed four percent of our consolidated liquids production and two percent of our consolidated natural gas production.

Current wording

The Asia Pacific segment has operations in China, Malaysia, Australia and commercial operations in China, Singapore and Japan. As of March 31, 2026, Asia Pacific contributed three percent of our consolidated liquids production and three percent of our consolidated natural gas production.

Previous wording

Earnings in the nine-month period of 2025 included lower revenues resulting from lower realized prices of $156 million, partly offset by higher volumes of $46 million, the absence of a $76 million tax benefit associated with a deepwater investment tax incentive for Malaysia blocks J and G and higher exploration expenses of $37 million driven primarily by dry hole expenses associated with certain suspended wells. Additional decreases to earnings included lower earnings from equity affiliates of $208 million, primarily due to lower LNG sales prices. See Note 6 and Note 19.

Current wording

Earnings in the first quarter of 2026 included lower earnings from equity affiliates of $35 million, primarily due to lower LNG marker prices. Increases to earnings included lower exploration expenses of $31 million, primarily driven by the absence of dry hole expenses associated with certain suspended wells.

Previous wording

Average consolidated production increased six MBOED and four MBOED in the three- and nine-month periods of 2025, respectively, compared to the respective periods in 2024. Increases to production were primarily due to development activity in Bohai Bay in China and Gumusut in Malaysia.

Current wording

Production decreases were partly offset by development activity in Bohai Bay in China.

Previous wording

Net interest expense consists of interest and debt expense, net of interest income and capitalized interest. Net interest expense was impaired in the three- and nine-month periods of 2025 due to higher interest expense driven by our acquisition of Marathon Oil. See Note 3.

Current wording

Net interest expense consists of interest and debt expense, net of interest income and capitalized interest. Net interest expense decreased in the three-month period of 2026 due to higher interest income and higher capitalized interest partly offset by the absence of an impact from the settlement of a contingent matter.

Previous wording

Corporate G&A expenses include compensation programs and staff costs. Corporate G&A expenses increased in the three- and nine-month periods of 2025, primarily due to transaction and integration expenses associated with our acquisition of Marathon Oil and a severance accrual related to certain announced cost reduction initiatives. See Note 3 and Note 15.

Current wording

Corporate G&A expenses include compensation programs and staff costs. Corporate G&A expenses decreased in the three-month period of 2026, primarily due to the absence of transaction and integration expenses associated with our acquisition of Marathon Oil.

Previous wording

Other income (expense) includes certain consolidating tax-related items, foreign currency transaction gains and losses, environmental costs associated with sites no longer in operation, other costs not directly associated with an operating segment, gains or losses on the early retirement of debt, holding gains or losses on equity securities and pension settlement expense. Other income (expense) was impaired in the third quarter of 2025 primarily due to a consolidating tax adjustment.

Current wording

Other income (expense) or "Other" includes certain foreign currency transaction gains and losses, environmental costs associated with sites no longer in operation, other costs not directly associated with an operating segment, gains or losses on early retirement of debt, holding gains or losses on equity securities and pension settlement expense. "Other" was improved in the first quarter of 2026 primarily due to a consolidating tax adjustment.

Previous wording

To meet our short-term and long-term liquidity requirements, we look to a variety of funding sources, including cash generated from operating activities, our commercial paper and credit facility programs and our ability to sell securities using our shelf registration statement. During the first nine months of 2025, the primary uses of our available cash were $9.5 billion to support our ongoing capital expenditures and investments program, $4.0 billion to repurchase common stock, $3.0 billion to pay the ordinary dividend and $0.9 billion to retire debt at maturity, partly offset by proceeds from noncore asset sales of $1.6 billion.

Current wording

To meet our short-term and long-term liquidity requirements, we look to a variety of funding sources, including cash generated from operating activities, our commercial paper and credit facility programs and our ability to sell securities using our shelf registration statement. During the first three months of 2026, the primary uses of our available cash were $2.9 billion to support our ongoing capital expenditures and investments program, $1.0 billion to repurchase common stock, $1.0 billion to pay the ordinary dividend and $0.1 billion to retire debt.

Previous wording

At September 30, 2025, we had total liquidity of $11.8 billion, comprised of cash and cash equivalents of $5.3 billion, short-term investments of $1.0 billion and available borrowing capacity under our credit facility of $5.5 billion. In addition, we have $1.1 billion of long-term investments in debt securities. We believe current cash balances and cash generated by operating activities, together with access to external sources of funds as described below in the “Significant Changes in Capital” section, will be sufficient to meet our funding requirements in the near- and long-term, including our capital spending program, acquisitions, dividend payments and debt obligations.

Current wording

At March 31, 2026, we had total liquidity of $11.9 billion, comprised of cash and cash equivalents of $5.9 billion, short-term investments of $0.5 billion and available borrowing capacity under our credit facility of $5.5 billion. In addition, we have $1.2 billion of long-term investments in debt securities. We believe current cash balances and cash generated by operating activities, together with access to external sources of funds as described below in the “Significant Changes in Capital” section, will be sufficient to meet our funding requirements in the near- and long-term, including our capital spending program, capital return program and required debt payments.

Previous wording

Cash provided by operating activities totaled $15.5 billion for the first nine months of 2025 compared with $15.7 billion for the corresponding period of 2024. The decrease resulted from lower commodity prices and tax payment timing, mostly offset by operations from the 2024 Marathon acquisition.

Current wording

Cash provided by operating activities totaled $4.3 billion for the first three months of 2026 compared with $6.1 billion for the corresponding period of 2025. The decrease resulted from receivable timing, lower production and lower realized commodity prices.

Previous wording

The level of absolute production volumes, as well as the product and location mix, is another significant factor impacting our cash flows. Future production is subject to numerous uncertainties, including, among others, the volatile crude oil and natural gas price environment, which may impact investment decisions; the effects of price changes on production sharing and variable-royalty contracts; acquisition and disposition of fields; field production decline rates; new technologies; operating efficiencies; timing of startups and major turnarounds; political instability; government regulations; impacts of a global pandemic; weather-related disruptions; and the addition of proved reserves through exploratory success and their timely and cost-effective development. While we actively monitor and manage these factors, changes in production levels can cause variability in cash flows, although we generally experience less variability in our cash flows due to changes in production levels than due to changes in commodity prices.

Current wording

The level of absolute production volumes, as well as the product and location mix, is another significant factor impacting our cash flows. Future production is subject to numerous uncertainties, including, among others, the volatile crude oil and natural gas price environment, which may impact investment decisions; the effects of price changes on production sharing and variable-royalty contracts; acquisition and disposition of fields; field production decline rates; new technologies; operating efficiencies; timing of startups and major turnarounds; political instability; government regulations; weather-related disruptions; and the addition of proved reserves through exploratory success and their timely and cost-effective development. While we actively monitor and manage these factors, changes in production levels can cause variability in cash flows, although we generally experience less variability in our cash flows due to changes in production levels than due to changes in commodity prices.

Previous wording

Proceeds from asset sales were $1.6 billion in the first nine months of 2025 compared with $0.2 billion for the corresponding period in 2024. We received proceeds of approximately $1.5 billion from the sale of assets in our Lower 48 segment and $0.1 billion from real estate asset sales in our Corporate segment. See Note 3.

Current wording

Proceeds from asset sales were immaterial in the first three months of 2026. In the first three months of 2025, proceeds from asset sales were $0.6 billion, primarily from the sale of assets in our Lower 48 segment.

Previous wording

Investing activities in the first nine months of 2025 included net purchases of $556 million of investments. We had net purchases of $94 million of short-term investments and net purchases of $462 million of long-term investments. See Note 13.

Current wording

Investing activities in the first three months of 2026 included net purchases of $30 million of investments. We had net sales of $155 million of short-term investments and net purchases of $185 million of long-term investments. See Note 11.

Previous wording

In February 2025, we refinanced our revolving credit facility maintaining a total aggregate principal amount of $5.5 billion and extended the expiration to February 2030. The credit facility may be used for direct bank borrowings, the issuance of letters of credit totaling up to $500 million or as support for our commercial paper program. With no commercial paper outstanding and no direct borrowings or letters of credit, we had access to $5.5 billion in available borrowing capacity under our revolving credit facility at September 30, 2025.

Current wording

We have a revolving credit facility totaling $5.5 billion with a maturity date of February 2030. The credit facility may be used for direct bank borrowings, the issuance of letters of credit totaling up to $500 million or as support for our commercial paper program. With no commercial paper outstanding and no direct borrowings or letters of credit, we had access to $5.5 billion in available borrowing capacity under our revolving credit facility at March 31, 2026.

Previous wording

Our debt balance at September 30, 2025, was $23.5 billion compared with $24.3 billion at December 31, 2024. The current portion of debt, including future payments for finance leases, is $1.0 billion at September 30, 2025. In the second quarter of 2025, the company retired $0.2 billion principal amount of our 3.35% Notes at maturity. In the first quarter of 2025, the company retired $0.5 billion principal amount of debt at maturity, consisting of $0.4 billion of our 2.4% Notes and $0.1 billion of our 8.2% Debentures. Debt payments are expected to be made using current cash balances and cash provided by operating activities.

Current wording

Our debt balance at March 31, 2026, was $23.3 billion compared with $23.4 billion at December 31, 2025. The current portion of debt, including future payments for finance leases, is $1.1 billion at March 31, 2026. Debt payments are expected to be made using current cash balances and cash provided by operating activities.

Previous wording

The current long-term debt credit ratings are:

Current wording

Fitch and Moody's affirmed our long-term debt credit ratings in February and April 2026, respectively. The current long-term debt credit ratings are:

Previous wording

See Note 5 for additional information on debt and the revolving credit facility.

Current wording

See Note 4 for additional information on debt.

Previous wording

Certain of our project-related contracts, commercial contracts and derivative instruments contain provisions requiring us to post collateral. Many of these contracts and instruments permit us to post either cash or letters of credit as collateral. At September 30, 2025, and December 31, 2024, we had direct bank letters of credit of $243 million and $278 million, respectively, which secured performance obligations related to various purchase commitments incident to the ordinary conduct of business. In the event of a credit rating downgrade, we may be required to post additional letters of credit.

Current wording

Certain of our project-related contracts, commercial contracts and derivative instruments contain provisions requiring us to post collateral. Many of these contracts and instruments permit us to post either cash or letters of credit as collateral. At March 31, 2026, and December 31, 2025, we had direct bank letters of credit of $391 million and $331 million, respectively, which secured performance obligations related to various purchase commitments incident to the ordinary conduct of business. In the event of a credit rating downgrade, we may be required to post additional letters of credit.

Previous wording

In the first nine months of 2025, we paid ordinary dividends of $2.34 per share and in the first nine months of 2024, we paid ordinary dividends of $1.74 per share and VROC payments of $0.60 per share.

Current wording

In the first three months of 2026, we paid ordinary dividends of $0.84 per share, and in the first three months of 2025, we paid ordinary dividends of $0.78 per share.

Previous wording

In November 2025, we declared an increase to our quarterly ordinary dividend from $0.78 per share to $0.84 per share, representing an eight percent increase. The dividend is payable December 1, 2025, to shareholders of record at the close of business on November 17, 2025.

Current wording

In April 2026, we declared an ordinary dividend of $0.84 per share, payable June 1, 2026, to shareholders of record on May 11, 2026.